SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant (X)
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( ) Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Santa Fe Pacific Corporation
Name of Registrant as Specified In Its Charter
Union Pacific Corporation
(Names of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
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( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(X) Check box if any party of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125 on October 13, 1994
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Same as above
(4) Date Filed: October 13, 1994
[Slide No. 1]
UPSF vs. BNSF
Approximate Mileage Overlap
UPSF BNSF
4200 3000
[Slide No. 2]
UPSF vs. BNSF
Approximate Western Market Share (Percent)
UPSF BNSF
Total Carload 50 47
Coal 46 56
Autos 73 37
Grain 48 55
Lumber 33 45
Forest Products 37 60
Chemicals 59 30
Total Intermodal 53 45
* UP, SF, BN, SP 1994 weeks 1-33
[Slide No. 3]
ICC Case/Issues
` I. Public Interest Balancing Test
* Two tests:
1. Public benefits
2. Public harms
* Balance Public Benefits against harms
* ICC not an antitrust court
* ICC favors private settlements addressing
competitive harms
* ICC can impose conditions
II. Schedule
* 31 month maximum
* Expedited schedule
* No decision ever within original schedule
III. Mergers usually approved
* SFSP only rejection in over 25 years
* SFSP refusal to recognize/address competitive issues
IV. Ample precedents for parallel mergers
* Parallel not per se bad
* 3/2 vs. 2/1
[Slide No. 4]
UPSF Benefits
I. New single line service
II. Service benefits
III. Cost savings and efficiencies
[Slide No. 5]
Single Line Service
1. Southern corridor
2. Upper midwest-southwest/west coast
3. UP grain to SF feeder markets
4. SF grain to UP export markets and Mexico
5. SF access to Gulf ports
6. Intermountain region to SF points
7. Pacific northwest to southwest and SF points
8. Mexico
[Slide No. 6]
New Service Benefits
1. Capacity creation
2. Intermodal
3. Automotive
4. Non-bulk carload freight
5. Bulk
6. Reduced delays from blocking, switching and interchange
7. Faster equipment turnaround
[Slide No. 7]
New Service Benefits
1. Capacity creation
* Separate services by route
* Bypasses around chokepoints
[Slide No. 8]
New Service Benefits
2. Intermodal
* Chicago-Southern California
* Chicago-Northern California
* Chicago-Texas
* St. Louis-California
* New Orleans-California
* Chicago, California, Texas
intermodal facilities
[Slide No. 9]
New Service Benefits
3. Automotive
* More frequent,
dedicated auto trains
* UP served TX, LA plants
to California
* Bypass blocking
[Slide No. 10]
New Service Benefits
4. Non-bulk carload freight
* Gulf coast-AZ, CA
* Southeast-AZ, CA
* Chicago-California
* St. Louis-California
* Memphis-California
* Texas-Pacific Northwest
[Slide No. 11]
New Service Benefits
5. Bulk
* Separate bulk by route, where
possible
* Topeka bypass
* Reduction in coal train cycle times
* Greater grain car utilization
[Slide No. 12]
New Service Benefits
6. Reduced delays from blocking,
switching and interchange
7. Faster equipment turnaround
[Slide No. 13]
Cost Savings and Efficiencies
1. Capital savings
2. Mileage savings
3. Consolidation savings
4. Technology and systems
5. Equipment savings
[MAP NO. 1] map showing location of major rail lines of Burlington Northern
and Kansas City Southern.
[MAP NO. 2] map showing location of major rail lines of Santa Fe Pacific and
Kansas City Southern, as well as Santa Fe haulage agreement over
Gateway Western.
